The Startup Advisor Agreement is a crucial document for UAE-based startups seeking to formally engage experienced advisors to provide strategic guidance, industry expertise, or specialized knowledge. This agreement is particularly relevant in the UAE's growing startup ecosystem, where companies need to comply with local commercial laws while securing advisory relationships that can help them scale. The document addresses key aspects such as scope of services, compensation (including both cash and equity components), confidentiality, intellectual property rights, and the independent contractor status of the advisor. It's designed to protect both parties' interests while maintaining flexibility for different types of advisory arrangements, whether they involve technical, financial, or strategic guidance. The agreement ensures compliance with UAE Federal laws governing commercial relationships and business operations.
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1. Parties: Identification of the startup company and the advisor, including full legal names and addresses
2. Background: Context of the advisory relationship and brief description of the startup's business and advisor's expertise
3. Definitions: Key terms used throughout the agreement including Services, Confidential Information, Intellectual Property, etc.
4. Appointment and Scope: Formal appointment of advisor and detailed scope of advisory services
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Advisor's Obligations: Key responsibilities, time commitment, and performance expectations
7. Company's Obligations: Company's responsibilities to advisor, including information access and support
8. Compensation: Details of advisory fees, equity compensation, or other remuneration
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Intellectual Property: Ownership and rights to IP created during the advisory relationship
11. Relationship of Parties: Clarification of independent contractor status and not employment
12. Representations and Warranties: Standard warranties about capacity, authority, and no conflicts
13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate including notices, amendments, and assignment
1. Non-Competition: Restrictions on advisor's involvement with competing businesses - optional based on nature of advisory role and industry
2. Expense Reimbursement: Terms for reimbursing advisor's expenses - include if travel or other expenses are anticipated
3. Insurance: Requirements for professional liability insurance - relevant for high-risk advisory roles
4. Indemnification: Mutual or one-way indemnification provisions - important for high-risk situations
5. Performance Metrics: Specific KPIs or performance expectations - useful for results-based arrangements
6. Exit Provisions: Special terms related to company sale or IPO - relevant for equity-based compensation
7. Alternative Dispute Resolution: Mediation or arbitration procedures - optional alternative to court proceedings
1. Schedule 1 - Services Description: Detailed outline of advisory services and deliverables
2. Schedule 2 - Compensation Terms: Detailed structure of fees, equity, or other compensation
3. Schedule 3 - Equity Rights: If applicable, details of any share/option grants and vesting terms
4. Appendix A - Contact Details: Key contact information for both parties
5. Appendix B - Confidential Information: Specific types of confidential information covered
6. Appendix C - Conflict Disclosure: Advisor's disclosure of potential conflicts of interest
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